Securities code: 300720 securities abbreviation: Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) Announcement No.: 2021-093 Guangdong High Dream Intellectualized Machinery Co.Ltd(300720)
Announcement on the proposed signing of the investment agreement
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. Special risk tips:
1. The valuation risk of the subject company of this transaction is relatively high: as of August 31, 2021, the book value of all equity of the subject company is RMB 47419779.69, the value of all equity of shareholders after evaluation is RMB 458300000.00, the evaluation value is RMB 41080220.31, there is a high overflow, and the long-term equity investment may have impairment risk in the future.
2. There may be a risk that the principal and interest of the loan cannot be recovered in this transaction: the company plans to provide Li Rui with a convertible loan of 80 million yuan. Li Rui plans to directly hold part of the equity of the target company and pledge it to the company as a guarantee, and Li Rui and the target company shall bear joint and several liability for repayment; If the company does not exercise the equity swap and requires Li Rui to repay the loan at maturity, the value of the pledged subject equity may not be enough to repay the principal and interest of the loan, or Li Rui and the subject company fail to perform the joint and several repayment liability, the principal and interest of the loan may not be recovered, and there is a certain debt risk.
3. The net cash flow generated from the operating activities of the target company is low risk: the net cash flow generated from the operating activities of the target company in the last two years and the first period are 689600 yuan, - 2108900 yuan and 5520400 yuan respectively. The net cash flow generated from operating activities is low, which may have an adverse impact on the normal production, operation and sustainable development of the target company.
Investors are reminded to pay attention to the above tips and pay attention to investment risks. 1、 Overview of this investment
The fourth meeting of the Fourth Board of directors held on December 14, 2021 deliberated and adopted the
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Proposal of the; Based on the company's business development strategy and the needs of the company's business development, The company plans to sign the investment agreement with Chengdu Xintong Software Co., Ltd. (hereinafter referred to as the "target company"), the target company's shareholder Chengdu Xintong Technology Co., Ltd. (hereinafter referred to as "Xintong technology") and Li Rui, the actual controller of the target company. After friendly negotiation, the company plans to acquire 20% equity of the target company with its own capital of 84.8 million yuan; at the same time, the company plans to meet On the premise agreed in the investment agreement, the company will provide Li Rui, the actual controller of the target company, with a convertible loan of RMB 80 million to obtain unconditional equity exchange of the target company, that is, the company has the right (but no obligation) to purchase part of the equity of the target company from Li Rui in accordance with the conditions agreed in the investment agreement.
Since the transaction amount of providing financial assistance in the investment agreement meets the standard for submission to the general meeting of shareholders for deliberation, the
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The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the board of directors of the company requests the general meeting of shareholders to authorize the chairman of the company to sign relevant contracts, agreements and other documents.
In this transaction, According to the two-year and one-year audit report of the subject company issued by Guangdong Branch of Tianjian Certified Public Accountants (special general partnership) (Tianjian Yueshen [2021] No. 1629 audit report) and the asset appraisal report of the subject company issued by Shanghai Dongzhou Asset Appraisal Co., Ltd. (Dongzhou pingbao Zi [2021] No. 2231), on the benchmark date of August 31, 2021, the book value of all shareholders' equity of the subject company is RMB 47419779.69, the value of all shareholders' equity after appraisal is RMB 458300000.00, and the appraisal value-added is RMB 41080220.31; After negotiation between the parties, the transaction price of 100% shareholder's equity of the subject company is determined as RMB 424 million.
This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Basic information of counterparty 1. Basic information of Xintong Technology:
Name: Chengdu Xintong Technology Co., Ltd
Unified social credit Code: 91510100762253119t
Type: joint stock limited company (Sino foreign joint venture, unlisted)
Address: floor 3 and 4, information security base, hi tech Incubation Park, Tianfu Avenue, hi tech Zone, Chengdu, Sichuan legal representative: Li Rui
Registered capital: (RMB) 120 million
Date of establishment: June 21, 2004
Business term: June 21, 2004 to June 20, 2024
Business scope: research, development and production of communication equipment, components, chips and software (except those prohibited by national laws and regulations and special provisions), sales of the company's products and provision of relevant technical consulting services (those involving licensed operation shall be operated with a license).
Major shareholders of Xintong Technology:
No. Shareholder Information shareholding ratio
1 Chengdu Xinrui Investment Co., Ltd. 26.85%
2SAIF Ⅱ Mauritius(China Investments) Limited26. 28%
3 Shenzhen Shengqiao Chuangxin investment partnership (limited partnership) 8.25%
4 Taihao Shengda Venture Capital Co., Ltd. 7.78%
5 Shanghai Panshi Rongyin Investment Management Center (limited partnership) 6.19%
6 Chengdu core enterprise management partnership (limited partnership) 5.15%
7 Chengdu chuangxinjia enterprise management partnership (limited partnership) 5.06%
8 Chengdu Yingchuang power Venture Capital Co., Ltd. 4.58%
9. Tianjin Dachen Chuangshi equity investment fund partnership (limited partnership) 3.44%
10 Tianjin Dachen Shengshi equity investment fund partnership (limited partnership) 3.44%
11 Suzhou Libao Wenxin Investment Center (limited partnership) 2.98%
Total 100%
After inquiry, Xintong technology does not belong to the dishonest executee.
Xintong technology now directly holds 100% equity of the target company.
2. The actual controller of the target company, Li Rui, male, date of birth: June 11, 1972, Chinese nationality, without overseas permanent residency, address: Haidian District, Beijing, now indirectly controls 100% of the equity of the target company through Xintong technology. After inquiry, Li Rui does not belong to the dishonest executee.
The counterparties Xintong technology and Li Rui have no relationship with the company, the controlling shareholder, actual controller, shareholders holding more than 5% of the company's shares, directors, supervisors and senior managers. 3、 Basic information of the target company 1. Basic information
Name: Chengdu Xintong Software Co., Ltd
Unified social credit Code: 91510100689039211j
Type: limited liability company (wholly owned by foreign-invested enterprise legal person)
Address: Building 6, high tech Incubation Park, north section of Tianfu Avenue, Chengdu high tech Zone
Legal representative: Li Rui
Registered capital: (RMB) thirty million yuan
Date of establishment: June 9, 2009
Business term: June 9, 2009 to June 8, 2029
Business scope: R & D Production (only branches can operate in the Industrial Park), sales of computer software, hardware and auxiliary equipment; system integration; data processing services and provision of technical consulting, technology transfer and technical services; enterprise management consulting; computer information technology consulting; R & D and sales of communication equipment (excluding wireless radio and television transmitting equipment and satellite ground receiving equipment), instruments and meters, electronic components, and providing technical consultation; integrated circuit design and sales; software development; import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). 2. Main financial data of the target company in the last two years and the first period
The main financial data of the subject company in the last two years and the first period have been audited by Guangdong Branch of Tianjian Certified Public Accountants (special general partnership) and issued the audit report of Tianjian Yueshen [2021] No. 1629. The main data are as follows: unit: yuan
Balance sheet items December 31, 2019 December 31, 2020 August 31, 2021
Total assets: 61984201.4569427232.77120087869.77
Total liabilities 22374002.3026260072.9272668090.08
Net assets 39610199.1543167159.8547419779.69
Income statement project 2019 2020 January August 2021
Operating income 83203714.2964260966.16211125837.96
Operating profit 8698393.312784871.383072761.06
Net profit 8670352.763556960.704252619.84
Cash flow statement project 2019 2020 January August 2021
From operating activities
689569.70-2108897.675520396.34 net cash flow 3. Equity structure of the subject company before and after this investment
Before the completion of this investment, the equity structure of the subject company is as follows:
No. shareholder name shareholding ratio
1 Chengdu Xintong Technology Co., Ltd. 100%
After the completion of this investment, the equity structure of the target company is as follows (according to the statement of the target company, it plans to introduce other investors at the same time, and the relevant transactions have not been completed. Therefore, the equity structure after the completion of the investment disclosed in this announcement does not consider the participation of other investors):
No. shareholder name shareholding ratio
1. No less than 70% of Li Rui or the company controlled by Li Rui
2 Chengdu Xintong Technology Co., Ltd. no more than 10%
3 Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) 20%
4、 Main contents of the investment agreement
This investment agreement is intended to be signed by the following parties. Through consultation, in order to achieve complementary advantages and win-win cooperation, according to the provisions of current effective laws, regulations, departmental rules and normative documents, the following terms are reached: Party A: Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) Party B: Chengdu Xintong science and Technology Co., Ltd. Party C: Li Ruiding Party: Chengdu Xintong Software Co., Ltd. (I) transaction scheme
1. Overall scheme
Hereinafter referred to as "this equity transfer"); At the same time, Party A provides Party C with a convertible loan of RMB 80 million, and therefore obtains unconditional equity exchange for the equity of the target company held by Party C or the enterprise controlled by Party C at that time, That is, Party A has the right (but not the obligation) to purchase the equity of the target company held by Party C or the enterprise controlled by Party C (hereinafter referred to as "this convertible loan") (the above transaction is hereinafter referred to as "this transaction") in accordance with the conditions agreed in this agreement. This equity transfer and this convertible loan are mutually premise and conducted at the same time.
2. Prerequisites
(1) Party B has obtained the original of the implementation settlement agreement (subject to the name of the specific agreement document) issued by all shareholders of Party B (all shareholders of Party B who have been publicly registered on the signing date of this agreement, the same below) and Party B's creditor designated by Party A (hereinafter referred to as "Party B's creditor"), and delivered the copy of the original to Party A after affixing the official seal of Party B (Party A shall check the original), all shareholders of Party B and creditors of Party B shall prepare the contents of relevant agreement documents at least in accordance with the following requirements:
① The creditor of Party B agrees that Party B will sink the entity business of the company to the target company as a whole, And divest the equity of the target company through equity transfer (business sinking and equity divestiture are collectively referred to as "restructuring matters") ）, Party B's creditors have no objection to Party B's reorganization and do not interfere with the production and operation of the target company. The creditor of Party B agrees that Party B will transfer the equity of the target company by itself. The specific transfer price, payment method and other transaction schemes shall be freely negotiated and determined by the transferor and the transferee. The creditor of Party B has no objection to this, and the creditor of Party B does not require the current and then shareholders of Party B or the target company to bear joint and several liability;
② All shareholders of Party B agree that Party B shall transfer the equity of the target company to the outside by itself. When Party B holds the equity of the target company, Party B may pledge part or all of the equity of the target company to the outside by itself or make other guarantees, and Party B shall own it
